JANUS ASPEN SERIES INVESTMENT ADVISORY AGREEMENT JANUS ASPEN PROTECTED SERIES — GROWTHInvestment Advisory Agreement • December 30th, 2011 • Janus Aspen Series • Colorado
THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made this 3rd day of January, 2012, between JANUS ASPEN SERIES, a Delaware statutory trust (the “Trust”), and JANUS CAPITAL MANAGEMENT LLC, a Delaware limited liability company (“JCM”).
CAPITAL PROTECTION AGREEMENT Dated as of January 3, 2012 Among JANUS ASPEN SERIES, on behalf of its series, Janus Aspen Protected Series — Growth, as the Fund BNP PARIBAS PRIME BROKERAGE INC., as Capital Protection Provider and BNP PARIBAS PRIME...Capital Protection Agreement • December 30th, 2011 • Janus Aspen Series • New York
CAPITAL PROTECTION AGREEMENT, dated as of January 3, 2012 (this “Agreement”), among Janus Aspen Series (the “Trust”), a statutory trust organized and existing under the laws of Delaware, on behalf of its series (the “Series”), Janus Aspen Protected Series — Growth (the “Fund”); BNP Paribas Prime Brokerage Inc., a Delaware corporation and a registered broker-dealer under the Securities Act (as defined below) as the Capital Protection Provider (in such capacity, the “Capital Protection Provider”) and the Agent (in such capacity, the “Agent”); solely for purposes of Section 4.02 and Section 9.18, Janus Capital Management, LLC, a Delaware limited liability company, as investment adviser to the Fund (the “Adviser”); and, solely for purposes of Sections 2.07, 4.04, 6.02, 9.16, and 9.18, BNP Paribas (the “Guarantor”).
AMENDED AND RESTATED PARENT GUARANTYParent Guaranty • December 30th, 2011 • Janus Aspen Series • New York
This AMENDED AND RESTATED GUARANTY (this “Guaranty”) dated as of September 29, 2011 is made by BNP Paribas, a société anonyme organized under the laws of France (“BNPP” or the “Guarantor”), for the benefit of (i) customers of the Business who have an account (“Clients”) with BNPP’s indirect wholly owned subsidiary, BNP Paribas Prime Brokerage, Inc., a corporation organized under the laws of Delaware and a SEC registered broker-dealer (“BNPPB”); (ii) counterparties to borrowing or lending activities (the “Stock Loan Counterparties”) conducted by BNPPB; (iii) counterparties to repurchase and reverse repurchase transactions (the “Repo Counterparties”) entered into by BNPPB; (iv) counterparties to contracts entered into with BNPPB (other than BNPPB employees), including, without limitation, the Applicable Agreements (as defined herein) (the “BNPPB Counterparties”), and (v) suppliers of, and other providers of goods and services to BNPPB, including third-party custodians (individually, the
JANUS ASPEN SERIES ADMINISTRATION AGREEMENTAdministration Agreement • December 30th, 2011 • Janus Aspen Series • Colorado
THIS ADMINISTRATION AGREEMENT (the “Agreement”) is made this 23rd day of June, 2011, between JANUS ASPEN SERIES, a Delaware statutory trust (the “Trust”), on behalf of each of its series currently existing or subsequently established (each, a “Fund” and together, the “Funds”) and JANUS CAPITAL MANAGEMENT LLC, a Delaware limited liability company (“JCM”).
LETTER AGREEMENTLetter Agreement • December 30th, 2011 • Janus Aspen Series
Please be advised that Janus Aspen Series (the “Trust”) has established Janus Aspen Protected Series — Growth as a new series of the Trust, effective on or about January 3, 2012. Pursuant to the existing Amended and Restated Custodian Contract between the Trust and State Street Bank and Trust Company (“State Street”), the Trust requests confirmation that State Street will act as custodian for the new series under the terms of the contract.
